Common use of Indemnification Provisions for Buyer’s Benefit Clause in Contracts

Indemnification Provisions for Buyer’s Benefit. (i) In the event Seller breaches any of its representations, warranties, and covenants contained herein, and provided that Buyer makes a written claim for indemnification against Seller within the survival period (if there is an applicable survival period pursuant to ss.8(a) above), then Seller shall indemnify Buyer from and against any and all Losses (but excluding any Losses suffered after the end of any applicable survival period) reasonably and proximately resulting from such breach; provided that Seller will be obligated only to indemnify Buyer from and against such Losses to the extent that (A) the total amount of all such Losses incurred by Buyer as of and through the relevant date equals or exceeds Twenty-Five Thousand Dollars ($25,000) in the aggregate (which indemnity shall commence from the first Dollar of Loss exceeding such threshold amount), and (B) the total amount of Losses for which Seller has previously indemnified Buyer would not, when added together with the indemnifiable Losses currently claimed by Buyer, exceed the total value to Seller of the Purchase Consideration recited in ss.2(b) above, which amount shall constitute Seller's maximum liability under any indemnity obligation hereunder or any other theory or claim of damages or recovery asserted or alleged by, through or on behalf of Buyer in connection with any matters subject or in any manner related to this Agreement; and

Indemnification Provisions for Buyer’s Benefit. (i) In the event Seller breaches any of its representations, warranties, and covenants contained herein, and and, provided that Buyer makes a written claim for indemnification against Seller in accordance with §10(g) below within the survival period (if there is an applicable survival period pursuant to ss.8(a) above)period, then Seller shall indemnify Buyer from and against any Adverse Consequences Buyer shall suffer caused proximately by the breach; provided, however, that Seller shall not have any obligation to indemnify Buyer from and all Losses (but excluding against any Losses suffered after Adverse Consequences caused by the end breach of any applicable survival periodrepresentation or warranty or covenant of Seller contained in §4 above (a) reasonably and proximately resulting from until Buyer has suffered Adverse Consequences by reason of all such breach; provided that breaches in excess of a $50,000 aggregate deductible (after which point Seller will be obligated only to indemnify Buyer from and against further such Losses Adverse Consequences) or thereafter (b) to the extent that (A) the total amount Adverse Consequences Buyer has suffered by reason of all such Losses incurred by breaches do not exceed a $300,000 aggregate ceiling (after which point Seller will have no obligation to indemnify Buyer as from and against further such Adverse Consequences); and provided, further, that the limitations on indemnification in this §8(b) shall not apply to any Adverse Consequences resulting from a breach of Seller’s representations and through the relevant date equals or exceeds Twenty-Five Thousand Dollars ($25,000) warranties in the aggregate (which indemnity shall commence from the first Dollar of Loss exceeding such threshold amount§§3(a),4(a)-4(d), and (B4(g) the total amount of Losses for which Seller has previously indemnified Buyer would not, when added together with the indemnifiable Losses currently claimed by Buyer, exceed the total value to Seller of the Purchase Consideration recited in ss.2(b) above, which amount shall constitute Seller's maximum liability under any indemnity obligation hereunder or any other theory or claim of damages or recovery asserted or alleged by, through or on behalf of Buyer in connection with any matters subject or in any manner related to this Agreement; andthe event of fraud.

Indemnification Provisions for Buyer’s Benefit. Seller shall indemnify Buyer, its Affiliates and their respective trustees, directors, officers and employees ("Buyer Indemnified Parties") from and against any and all Adverse Consequences that Buyer Indemnified Parties may incur or suffer (each, an "Indemnifiable Loss") as a result of (i) In the event any inaccuracy or breach of a representation or warranty made by Seller breaches any of its representationsin this Agreement, warranties, and covenants contained herein, and provided that Buyer makes a written claim for indemnification against Seller pursuant to Section 7.1 within the survival period set forth in Section 4.4; (if there is an applicable survival period ii) the breach of, or default in the performance by Seller of, any covenant, agreement or obligation to be performed by Seller pursuant to ss.8(athis Agreement; and (iii) above)the Excluded Liabilities provided, then however that (a) Seller shall have no obligation to indemnify Buyer Indemnified Parties from and against any and Indemnifiable Losses until Buyer Indemnified Parties have suffered Indemnifiable Losses in excess of the Threshold (in which event Buyer Indemnified Parties may recover all Indemnifiable Losses (but excluding any Losses suffered after in excess of the end of any applicable survival period) reasonably and proximately resulting from such breach; provided that Seller will be obligated only to indemnify Buyer from and against such Losses to the extent that (A) the total amount of all such Losses incurred by Buyer as of and through the relevant date equals or exceeds Twenty-Five Thousand Dollars ($25,000) in the aggregate (which indemnity shall commence from the first Dollar of Loss exceeding such threshold amountThreshold), and (Bb) the total amount maximum liability of Seller for Indemnifiable Losses for which Seller has previously indemnified Buyer would not, when added together with the indemnifiable Losses currently claimed by Buyer, under this Section 7.8(a) shall not exceed the total value to Seller of the Purchase Consideration recited in ss.2(b) above, which amount shall constitute Cap. The limitations on Seller's maximum liability obligations to indemnify set forth in this Section 7.8(a) shall not apply to (x) any willful breach of any covenant which survives the Closing Date under any indemnity obligation hereunder or any other theory or claim of damages or recovery asserted or alleged by, through or on behalf of Buyer in connection with any matters subject or in any manner related to this Agreement; and, (y) any Indemnifiable Losses arising from Seller's fraud or (z) the Excluded Liabilities.

Indemnification Provisions for Buyer’s Benefit. (i) In the event Seller breaches any of its representations, warranties, and covenants contained herein, and provided that Buyer makes a written claim for indemnification against Seller within the survival period (if there is an applicable survival period pursuant to ss.8(a§8(a) above), then Seller shall indemnify Buyer from and against any and all Losses (but excluding any Losses suffered after the end of any applicable survival period) reasonably and proximately resulting from such breach; provided that Seller will be obligated only to indemnify Buyer from and against such Losses to the extent that (A) the total amount of all such Losses incurred by Buyer as of and through the relevant date equals or exceeds Twenty-Five Thousand Dollars ($25,000) in the aggregate (which indemnity shall commence from the first Dollar of Loss exceeding such threshold amount), and (B) the total amount of Losses for which Seller has previously indemnified Buyer would not, when added together with the indemnifiable Losses currently claimed by Buyer, exceed the total value to Seller of the Purchase Consideration recited in ss.2(b§2(b) above, which amount shall constitute Seller's maximum liability under any indemnity obligation hereunder or any other theory or claim of damages or recovery asserted or alleged by, through or on behalf of Buyer in connection with any matters subject or in any manner related to this Agreement; and

Indemnification Provisions for Buyer’s Benefit. (i) In the event Seller breaches any of its representations, warranties, and covenants contained herein, and provided that Buyer makes a written claim for indemnification against Seller within the survival period (if there is an applicable survival period pursuant to ss.8(a§8(a) above), then Seller shall indemnify Buyer from and against any and all Losses (but excluding any Losses suffered after the end of any applicable survival period) reasonably and proximately resulting from such breach; provided that Seller will be obligated only to indemnify Buyer from and against such Losses to the extent that (A) the total amount of all such Losses incurred by Buyer as of and through the relevant date equals or exceeds Twenty-Five Thousand Dollars ($25,000) in the aggregate (which indemnity shall commence from the first Dollar of Loss exceeding such threshold amount), and (B) the total amount of Losses for which Seller has previously indemnified Buyer would not, when added together with the indemnifiable Losses currently claimed by Buyer, exceed the total value to Seller of the Purchase Consideration recited in ss.2(b§2(b) above, which amount shall constitute Seller's maximum liability under any indemnity obligation hereunder or any other theory or claim of damages or recovery asserted or alleged by, through or on behalf of Buyer in connection with any matters subject or in any manner related to this Agreement; and.

Indemnification Provisions for Buyer’s Benefit. (i) In Except as provided in clause (ii) of this §8(b), in the event Seller breaches of any inaccuracy in or breach of any of its representations, warrantiesthe representations or warranties of Seller contained in this Agreement, and covenants contained herein, and provided that if Buyer makes a written claim for indemnification against Seller within the survival period (if there is an applicable survival period pursuant to ss.8(a§8(a) above), then Seller shall indemnify indemnify, defend and hold harmless Buyer and its Affiliates (including Target and its Subsidiaries) from and against any Adverse Consequences Buyer and all Losses its Affiliates (but excluding including Target and its Subsidiaries) shall suffer based upon, arising out of, with respect to or by reason of such inaccuracy or breach subject to the following limitations: (A) except in the case of Seller’s fraud, Seller shall not have any Losses suffered after obligation to indemnify Buyer or its Affiliates from and against any Adverse Consequences caused by the end inaccuracy in or breach of any applicable survival period) reasonably representation or warranty of Seller until Buyer and proximately resulting from its Affiliates have suffered Adverse Consequences by reason of all such breach; provided that inaccuracies and breaches in excess of $1,750,000, after which point Seller will be obligated only to indemnify Buyer and its Affiliates from and against Adverse Consequences in excess of such Losses to the extent that (A) the total amount of all such Losses incurred by Buyer as of and through the relevant date equals or exceeds Twenty-Five Thousand Dollars ($25,000) in the aggregate (which indemnity shall commence from the first Dollar of Loss exceeding such threshold amount), ; and (B) except in the case of Seller’s fraud, under no circumstances shall Seller’s total indemnification obligation in respect of all such inaccuracies and breaches in the aggregate exceed an amount of Losses for which Seller has previously indemnified Buyer would not, when added together with the indemnifiable Losses currently claimed by Buyer, exceed the total value equal to Seller twelve and one-half percent (12.5%) of the Purchase Consideration recited Price. In the case of Seller’s fraud, under no circumstances shall Seller’s total indemnification obligation in ss.2(b) above, which respect of all such inaccuracies and breaches in the aggregate exceed an amount shall constitute Seller's maximum liability under any indemnity obligation hereunder or any other theory or claim of damages or recovery asserted or alleged by, through or on behalf of Buyer in connection with any matters subject or in any manner related equal to this Agreement; andthe Purchase Price.

Indemnification Provisions for Buyer’s Benefit. (i) In the event Seller Parent breaches any of its representations, warranties, and covenants contained hereinherein (other than the covenants in Section 2(a) above or the representations and warranties in Section 3(a) above), and and, provided that Buyer makes a written claim for indemnification against Seller Parent pursuant to Section 10(i) below within the survival period (if there is an applicable survival period pursuant to ss.8(aSection 8(a) above), then Seller Parent shall defend and indemnify Buyer from and against the Adverse Consequences Buyer shall suffer caused proximately by the breach; provided, however, that Parent shall not have any obligation to indemnify Buyer from and against any and all Losses (but excluding any Losses suffered after Adverse Consequences caused by the end breach of any applicable survival periodrepresentation or warranty or covenant of Parent contained in Section 4 above (A) reasonably until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $25,000 in the aggregate (at which point Parent shall have liability with respect to the first dollar of such Adverse Consequences) and proximately resulting from thereafter (B) to the extent the Adverse Consequences Buyer has suffered by reason of all such breach; provided that Seller breaches up to $1,000,000.00 (after which point Parent will be obligated only have no obligation to indemnify Buyer from and against further such Losses Adverse Consequences). Without limiting the generality of the foregoing, Parent indemnification obligation shall include any Taxes, Interest, and Penalties that were due prior to the extent Effective Date of this Agreement that are identified as a result of Tax authority assessments. Page 21 Exhibit 11.1 (Aii) In the total amount event Parent breaches any of all such Losses incurred its covenants in Section 2(a) above or any of its representations and warranties in Section 3(a) above or any claim that may be asserted by (1) Xxxx with respect to matters occurring on or before August 1, 2009 under that certain consulting agreement entered into by and between Xxxx and Lawriter (as assumed by Parent), excluding the payment obligations assumed by Buyer as of and through the relevant date equals or exceeds Twenty-Five Thousand Dollars ($25,000) in the aggregate (which indemnity shall commence from the first Dollar of Loss exceeding such threshold amount), and (B) the total amount of Losses for which Seller has previously indemnified Buyer would not, when added together with the indemnifiable Losses currently claimed by Buyer, exceed the total value to Seller of the Purchase Consideration recited in ss.2(bunder Section 2(b)(iv) above, which amount shall constitute Seller's maximum liability (2) OSBA with respect to matters occurring on or before August 1, 2009 under any indemnity obligation hereunder that certain consulting agreement entered into by and between OSBA and Lawriter (as assumed by Parent), excluding the payment obligations assumed by Buyer under Section 2(b)(iii) above, or (3) all or any other theory one of Sellers for claims that may arise under the 2008 Purchase Agreement, except for those payment obligations assumed by Buyer under Section 2(b)(ii) above, or any documents ancillary to the 2008 Purchase Agreement and provided that Buyer makes a written claim for indemnification against such Parent pursuant to Section 10(i) below within the survival period (if there is an applicable survival period pursuant to Section 8(a) above), then such Parent shall defend and indemnify Buyer from and against the entirety of damages any Adverse Consequences Buyer shall suffer through and after the date of the claim for indemnification caused proximately by such Parent's breach, any such claim asserted under the referenced consulting agreements or recovery asserted or alleged bythe 2008 Purchase Agreement, through or on behalf of Buyer in connection with any matters subject or in any manner related to this Agreement; andas the case may be. (c)

Indemnification Provisions for Buyer’s Benefit. If Buyer or NAIC suffers any Adverse Consequences after the Closing Date as a result of, without duplication, (i) In the event breach or inaccuracy of any representation or warranty made by Seller breaches contained herein other than any Seller Fundamental Representation, (ii) any breach or inaccuracy of any Seller Fundamental Representation contained herein, (iii) any breach by Seller of any of its representations, warranties, and covenants or agreements contained herein, (iv) any breach by Seller of any of its covenants or agreements contained herein which are required to be performed by NAIC prior to the Closing, (v) Indemnified Taxes, or (vi) any Excluded Liabilities, then Seller shall be obligated to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach or inaccuracy, provided that Buyer or NAIC makes a written claim for indemnification against Seller pursuant to Section 11.7 below within the survival period (if there is an applicable survival period pursuant to ss.8(a) Section 8.1 above), then . Seller shall indemnify Buyer from and against any and all Losses (but excluding any Losses suffered after the end of any applicable survival period) reasonably and proximately resulting from such breach; provided that Seller will additionally be obligated only to indemnify Buyer from and against such Losses to the extent that entirety of any Adverse Consequences Buyer shall suffer (Aat any time) the total amount of all such Losses incurred by Buyer as of and through the relevant date equals or exceeds Twenty-Five Thousand Dollars ($25,000) resulting from, arising out of, relating to, in the aggregate (which indemnity shall commence from nature of, or caused by the first Dollar of Loss exceeding such threshold amount), and (B) the total amount of Losses for which Seller has previously indemnified Buyer would not, when added together with the indemnifiable Losses currently claimed by Buyer, exceed the total value to Seller of the Purchase Consideration recited in ss.2(b) above, which amount shall constitute Seller's maximum liability under any indemnity obligation hereunder or any other theory or claim of damages or recovery asserted or alleged by, through or on behalf of Buyer in connection with any matters subject or in any manner related to this Agreement; andExcluded Liabilities.

Indemnification Provisions for Buyer’s Benefit. (i) In the event either the Seller or (subject to § 6(f)) the Shareholder breaches any of its representations, warranties, and covenants contained hereinin this Agreement, and and, provided that Buyer makes a written claim for indemnification against Seller pursuant to §10(g) below within the survival period (if there is an applicable survival period pursuant to ss.8(a) above)Survival Period, then Seller and (subject to § 6(f)) the Shareholder shall jointly and severally indemnify Buyer from and against the entirety of any Adverse Consequences Buyer shall suffer (but excluding any Adverse Consequences Buyer shall suffer after the end of any applicable Survival Period and any incidental, consequential or special Adverse Consequences) caused by the breach; provided, however, that Seller shall not have any obligation to indemnify Buyer from and against any and all Losses (but excluding any Losses suffered after Adverse Consequences caused by the end breach of any applicable survival periodrepresentations or warranties contained in this Agreement (A) reasonably and proximately resulting from until Buyer has suffered Adverse Consequences by reason of an individual breach in excess of $ $10,000, (B) until all such breach; provided that individual breaches equal to or in excess of $ 10,000 exceed a deductible of $100,000 (after which point Seller will be obligated only to indemnify Buyer from and against further such Losses Adverse Consequences) and thereafter (C) to the extent the Adverse Consequences Buyer has suffered by reason of any and all such breaches exceeds a $800,000 aggregate ceiling (after which point Seller will have no obligation to indemnify Buyer from and against further such Adverse Consequences) (D) to the extent that (A) the total amount Adverse Consequences arise from any matter of all such Losses incurred by which Buyer as of and through had actual Knowledge or did not have actual Knowledge due to Buyer’s gross negligence at or prior to the relevant date equals or exceeds Twenty-Five Thousand Dollars ($25,000) in the aggregate (which indemnity shall commence from the first Dollar of Loss exceeding such threshold amount), and (B) the total amount of Losses for which Seller has previously indemnified Buyer would not, when added together with the indemnifiable Losses currently claimed by Buyer, exceed the total value to Seller of the Purchase Consideration recited in ss.2(b) above, which amount shall constitute Seller's maximum liability under any indemnity obligation hereunder or any other theory or claim of damages or recovery asserted or alleged by, through or on behalf of Buyer in connection with any matters subject or in any manner related to this Agreement; andClosing.

Indemnification Provisions for Buyer’s Benefit. (i) In the event Seller breaches any of its representations, warranties, and covenants contained herein, and provided that Buyer makes a written claim for indemnification against Seller within the survival period (if there is an applicable survival period pursuant to ss.8(a§8(a) above), then Seller shall indemnify Buyer from and against any and all Losses (but excluding any Losses suffered after the end of any applicable survival period) reasonably and proximately resulting from such breach; provided that Seller will be obligated only to indemnify Buyer from and against such Losses to the extent that (A) the total amount of all such Losses incurred by Buyer as of and through the relevant date equals or exceeds Twenty-Five Thousand Dollars ($25,0005,000) in the aggregate (which indemnity shall commence from the first Dollar of Loss exceeding such threshold amount), and (B) the total amount of Losses for which Seller has previously indemnified Buyer would not, when added together with the indemnifiable Losses currently claimed by Buyer, exceed the total value to Seller of the Purchase Consideration recited in ss.2(b§2(b) above, which amount shall constitute Seller's maximum liability under any indemnity obligation hereunder or any other theory or claim of damages or recovery asserted or alleged by, through or on behalf of Buyer in connection with any matters subject or in any manner related to this Agreement; and.

Indemnification Provisions for Buyer’s Benefit. (i) In the event Seller breaches any of its representations, warranties, and covenants contained herein, and provided that Buyer makes a written claim for indemnification against Seller in this Agreement within the survival period (if there is an applicable survival period pursuant to ss.8(a§8(a) above), and, provided that Buyer makes a written claim for indemnification against Seller pursuant to §10(g), then Seller shall agrees to indemnify and hold harmless Buyer from and against the entirety of any and all Losses Adverse Consequences Buyer may suffer (but excluding including any Losses suffered Adverse Consequences Buyer may suffer after the end of any applicable survival period) reasonably and proximately resulting from such from, arising out of, relating to, in the nature of, or caused by Seller's breach; provided provided, however, that (A) Seller will be obligated only shall not have any obligation to indemnify or hold harmless Buyer from and against such Losses to any Adverse Consequences resulting from, arising out of, relating to, in the extent that (Anature of, or caused by Seller's breach of any representation or warranty contained in §3(f)-(cc) above unless the total amount aggregate of all such Losses incurred by Buyer as of and through amounts exceeds [*] (the relevant date equals or exceeds Twenty-Five Thousand Dollars ($25,000"Minimum") in the aggregate (which indemnity shall commence from aggregate, and then only to the first Dollar full extent of Loss exceeding any such threshold amount), amount in excess of the Minimum; and (B) there will be an aggregate ceiling of [*] on the total amount obligation of Losses for which Seller has previously indemnified to indemnify and hold harmless Buyer would notfrom and against Adverse Consequences resulting from, when added together with arising out of, relating to, in the indemnifiable Losses currently claimed nature of, or caused by Buyer, exceed the total value to Seller breaches of the Purchase Consideration recited representations and warranties of Seller contained in ss.2(b§3(f)-(cc) above, which amount shall constitute Seller's maximum liability under any indemnity obligation hereunder or any other theory or claim of damages or recovery asserted or alleged by, through or on behalf of Buyer in connection with any matters subject or in any manner related to this Agreement; and.